Independent
Tenure on this board
5.8 yrs
9 nominees · 5 ballot items.
Election of 9 directors; Ratification of Deloitte & Touche LLP as independent auditor; Non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); Approval to extend term and increase shares under the 2017 Omnibus Incentive Plan (add 20 million shares, extend to March 30, 2037); Approval to extend term and increase shares under the 2017 Non-Employee Director Incentive Plan (add 1 million shares, extend to March 30, 2037).
Elect nine director nominees to the Board to serve until the 2027 annual meeting.
Ratify appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for fiscal 2027.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement for fiscal 2026.
This advisory proposal asks stockholders to endorse the company's fiscal 2026 executive pay program as disclosed in the proxy. Management argues the program is strongly pay-for-performance, with majority of compensation at-risk and significant PSU weighting tied to multi-year Free Cash Flow and Revenue metrics with rTSR modifier; the Board recommends FOR to signal alignment, and notes prior strong shareholder engagement and prior say-on-pay support. A sophisticated analyst should note the non-binding nature of the vote, the heavy use of performance-based PSUs (particularly front-loaded awards for CEO and CFO that replace three years of annual grants), potential retention and governance considerations, and the implications of realized pay outcomes and clawback policies on alignment and risk.
Approve amendments to the 2017 Omnibus Incentive Plan to extend its term to March 30, 2037 and increase the share reserve by 20 million shares to 71,200,000.
Management seeks shareholder approval to amend the 2017 Omnibus Incentive Plan to add 20 million shares and extend the plan term by ten years to 2037. The proposal is transaction-type governance housekeeping to ensure continuity of equity awards and to support retention and long-term incentives. Management justifies the request by citing historic burn rates (combined with the DIP) averaging 4.3% annually and the expectation that approval would provide share runway through fiscal 2030; they emphasize anti-dilution controls like no liberal share recycling, no evergreen provision, clawback policies, limits on repricing without shareholder approval, and individual award caps. The board recommends FOR, noting alignment of equity awards with stockholder interests and governance features retained. A sophisticated analyst should evaluate dilution (pro forma ~29.7% including both plans and outstanding awards), the size relative to peer practices, the use of front-loaded awards for CEO/CFO, and potential long-term impacts on shareholder value and executive alignment.
Approve amendments to the 2017 Non-Employee Director Incentive Plan to extend its term to March 30, 2037 and increase the share reserve by 1,000,000 shares to 2,245,000.
Management requests shareholder approval to amend the Non-Employee Director Incentive Plan to add 1 million shares and extend its expiration by ten years to 2037 to ensure sufficient runway for non-employee director equity awards. The rationale cites remaining available shares as of March 31, 2026 (358,356) being insufficient for expected future grants, market volatility's impact on share needs, and alignment with standard market practice on term extensions. The board recommends FOR, and management emphasizes limited dilution and customary governance protections in the plan. Analysts should consider the modest dilution impact relative to employees' plan, historical grant practices for directors, and whether director compensation remains market-competitive given peers.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.1% | 14,822,302 | $186M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.9% | 12,895,251 | $162M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 9,542,416 | $120M |
| 4 | AMERICAN CENTURY COMPANIES INC | 5.6% | 9,074,619 | $114M |
| 5 | GLENVIEW CAPITAL MANAGEMENT, LLC | 5.4% | 8,895,875 | $112M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 7,587,041 | $95M |
| 7 | FIL Ltd | 3.8% | 6,203,070 | $78M |
| 8 | STATE STREET CORP | 3.8% | 6,147,037 | $77M |
| 9 | Invesco Ltd. | 3.6% | 5,931,104 | $75M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 3.2% | 5,212,250 | $64M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.